Embroker Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS (“Terms”) BEFORE USING THIS SITE. By continuing to access or use Embroker’s website, data, information, products, applications, or services (collectively “Services”), you acknowledge that you have read and understand these Terms and agree to be bound by them. If you do not accept or understand all of these Terms, do not access or use this site and cease your current access.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Conditions of Service.
As used in the Terms and Additional Terms, “Embroker” refers to Embroker, Inc. and Embroker Insurance Services, LLC either collectively or individually, as the case may be.
You warrant that you are at least 18 years of age and can enter into binding contracts for insurance or other goods. Persons less than 18 years of age may not use this site and must leave immediately.
You further warrant that all information you provide about yourself or your organization is true and complete information. You agree to promptly notify Embroker of any changes in the information provided about yourself or your organization or any other material changes that could impact your use of the Services.
You agree that any document or electronic information delivered through the website by “clicking” on the designated spaces in or relating to such document shall be deemed to be “in writing” and to have been “signed” and delivered for all purposes by you. Any record of such confirmation (including, without limitation, electronic records) shall be deemed to be “in writing.” You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by “clicking” on the designated spaces and expressly waives any and all rights you may have to assert such a claim.
You further agree: (i) to comply with applicable U.S. federal, state, and local laws and regulations regarding the transmission of any information obtained from the Services; (ii) not to use the Services for false, fraudulent or illegal purposes; (iii) not to use any device, software or similar technology that interferes or disrupts the operation of this site; and (iv) to comply with the authorized use of and entry into Embroker’s systems and Services.
2. Insurance Services.
You are not required to use Embroker for insurance brokerage services in order to obtain an account and use Embroker’s software. You may use the software for free. However, if you choose to use Embroker’s insurance brokerage services (“Insurance Brokerage Services”), you agree to: (i) designate Embroker as your broker of record or agent of record; (ii) authorize Embroker to communicate such designation as broker or agent of record to any insurance carrier, your prior insurance producer, and any other person or entity Embroker determines should be advised; (iii) work exclusively with Embroker for such Insurance Brokerage Services unless we have otherwise expressly agreed; and (iv) permit Embroker to receive any commission or other form of compensation that any insurance carrier agrees to pay to Embroker in connection with the provision of Insurance Brokerage Services. For further information regarding Embroker’s compensation, please see our Compensation Disclosure.
3. Intellectual Property Ownership.
This website, including but not limited to its trademarks, trade names, service marks, content, materials, designs, text, photographs, video, audio and graphics (collectively “Content”), belong to Embroker or to other parties. No one is authorized to use or alter any of the Content in any manner without the prior written permission of the owner of the Content.
The Content is protected by U.S. and international copyright law and treaties, and shall not be transmitted, broadcast, copied, adapted, displayed, reproduced, republished, uploaded, downloaded, posted, distributed, performed or otherwise used without the prior express permission of Embroker. All Content, databases and other intellectual property rights associated with the Services, whether registered or unregistered, and related goodwill, are proprietary rights of Embroker. Your use of and access to this site does not grant you a license or any right to use any of the Content.
Modification of any Content or materials displayed on the website or the use of any materials displayed for any other purpose is a violation of the copyrights and other proprietary rights of Embroker and is prohibited.
4. Restrictions on Use.
You agree to use the Services solely for your own personal use and benefit or for that of your organization. You may not use this site or the Services for any commercial, financial or other similar purpose without the prior written consent of Embroker.
5. Consent for Advertising or Marketing Purposes.
As consideration for use of the Services, you grant Embroker a non-exclusive, royalty-free, perpetual, irrevocable license and right to publicly display, distribute, reproduce and use your name, photo, likeness, business affiliation or similar information throughout the world in any media solely as part of the features of the Services, including as part of Embroker’s advertising or marketing.
6. Disclaimer of Warranties – General.
USE OF THE SERVICES, THE CONTENT AND ANY MATERIALS OBTAINED THROUGH YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. EMBROKER MAKES NO WARRANTY OF ANY KIND REGARDING THIS WEBSITE, THE SERVICES AND/OR THE CONTENT WHICH ARE PROVIDED “AS-IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” EMBROKER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THIS WEBSITE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED. EMBROKER FURTHER DISCLAIMS ANY WARRANTY AS TO THE ACCURACY, RELIABILITY, ADEQUACY, COMPLETENESS OR TIMELINESS OF ANY OF THE CONTENT ON THIS WEBSITE, AND FURTHER EXPRESSLY DISCLAIMS LIABILITY RESULTING FROM OR ARISING OUT OF ANY ERRORS OR OMISSIONS CONTAINED IN THE INFORMATION OR MATERIALS ACCESSED ON OR THROUGH THIS WEBSITE.
EMBROKER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES ARE REQUIRED BY APPLICABLE LAW. EMBROKER DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY CONTENT OR OTHER INFORMATION PUBLISHED THROUGH THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THIS WARRANTY DISCLAIMER MAY NOT APPLY IN WHOLE OR IN PART TO YOU.
7. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL EMBROKER BE LIABLE FOR ANY LOSS OR DAMAGES INCLUDING, WITHOUT LIMITATION, GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES (SUCH AS LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, EMOTIONAL DISTRESS OR OTHER INTANGIBLE LOSSES) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF EMBROKER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES, ARISING OUT OF OR RELATING IN ANY WAY TO: (A) ANY PARTY’S USE OR INABILITY TO USE THE SERVICES, THE CONTENT, OR ANY THIRD-PARTY SITE TO WHICH THE SERVICES OR CONTENT LINK; (B) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (C) THE COST OF GETTING SUBSTITUTE GOODS OR SERVICES; (D) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (F) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES; (G) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY SITE; (H) ANY INJURY OR DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF EMBROKER, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS, SUPPLIERS OR OTHERWISE ARISING IN CONNECTION WITH THE SERVICES; (I) ANY FAILURE OR DELAY (INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS WEBSITE) TO SUBMIT APPLICATIONS FOR INSURANCE PRODUCTS OR SERVICES; (J) ANY ACTIONS ASSOCIATATED WITH THE SUBMISSION OR HANDLING OF A CLAIM; (K) ANY ACTIONS ASSOCIATATED WITH THE DELAY IN ISSUING ANY CERTIFICATE OF INSURANCE OR THE HANDLING OR TRACKING OF CERTIFICATES OF INSURANCE; OR (L) ANY OTHER MATTER ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THE CONTENT OR USER CONTENT. EMBROKER IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR THE CONTENT IS TO DISCONTINUE USING THE SERVICES OR ACCESSING THE CONTENT. IN NO EVENT WILL EMBROKER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER EXCEED THE AMOUNT OF COMMISSION, FEE OR OTHER RENUMERATION EARNED BY EMBROKER FOR PROVIDING SERVICES TO YOU FOR THE TWELVE MONTHS PRIOR TO THE ALLEGED ACT CAUSING DAMAGES.
8. Limitation of Liability – Waiver of Unknown Claims.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR,”
AND, TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW OF ANY STATE.
IF ANY OF THE FOREGOING LIMITATIONS IN PARAGRAPHS 5 THROUGH 7 ARE FOUND TO BE INVALID, EMBROKER’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Embroker and its employees, representatives, suppliers and agents from and against any and all claims, suits, actions, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by Embroker in connection with, arising out of or in any way related to: (i) your use of the Services or the Content; (ii) your violation or alleged violation of the Terms, including, without limitation, your violation or alleged violation of any applicable law; (iii) your infringement or alleged infringement of any intellectual property or other right of any other person or entity; (iv) your violation of any other state or federal law or regulation and (v) your use of Third-Party Services (defined below). Embroker reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
10. No Legal Advice.
Any information you access on this website does not constitute a recommendation, advice, or complete description of any products, Services, or plan.
Coverage is provided by various insurance companies and is subject to the terms and conditions contained within your specific policy. The availability of coverage under your specific policy depends on the policy language, the facts of the claim and the law of the jurisdiction governing the interpretation of the policy.
You must not rely on the information on this website as an alternative to legal advice from an attorney nor should you delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action based on the Services or Content.
11. Third-Party Services and Links.
Embroker may make branded services of third party vendors available to you to help manage your risks (“Third-Party Services”). Although these Third-Party Services may be billed through Embroker, Embroker assumes no liability for the Third-Party Services or any disputes associated with any Third-Party Services.
12. Licensed Entity.
Embroker Insurance Services, LLC is licensed as an insurance broker or agent in various U.S. states. This website is not intended as a solicitation for insurance in any state or province where Embroker is not licensed.
13. Applications Do Not Bind Insurance.
Submitting an application for an insurance quotation through this website does not constitute a binder of insurance coverage, although it may be used by Embroker to provide an estimate of the terms, conditions, and costs of coverage. A quotation may be subject to receipt of additional information or other conditions.
14. Benchmarking Data.
Embroker uses commercially available benchmarking data. Embroker makes no guarantee as to the accuracy of its benchmarking data. Moreover, this information is not a quote or an offer of coverage at a specified price.
15. No Underwriting Services.
Insurance companies decide to offer, renew, cancel or non-renew insurance coverage or otherwise provide customers with the requested insurance products. Embroker does not provide any underwriting services and is not responsible or liable for any resulting loss.
16. Certificates of Insurance.
Embroker may obtain, review and track certificates of insurance for you. Embroker does not independently verify the information in these certificates of insurance. You must not rely on the information provided by Embroker as an alternative to legal advice from an attorney nor should you delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action.
You should also understand that a certificate of insurance is an informational document that evidences the existence of the policy to which it refers. It does not create any coverage or legal obligations between the insurance company and the certificate holder. Nor does it confer additional insured status to a certificate holder. A certificate of insurance does not alter the terms of the parties’ underlying contract or indemnity agreement.
A certificate of insurance typically identifies the agent or broker, the insured, and the insurer providing the coverage. It also gives basic information about the policy to which it refers, including the type of insurance, the policy number, the effective and expiration dates of the policy and the liability limits. However, neither the insurance company nor the broker who issued the certificate of insurance has a duty to inform a certificate holder of inaccuracies in, or subsequent changes to, the information contained in a certificate of insurance. There is also no duty to inform the certificate holder that the policy to which the certificate refers has been cancelled or was not renewed.
To fully understand the potential coverage provided under a policy, a certificate holder should secure a copy of the insurance policy and consult with a qualified attorney.
17. Policy Summaries.
The coverage, exclusion, endorsement and other summaries provided by Embroker are for general informational purposes only. They not intended to provide legal advice, and should not be treated as such.
Embroker uses its best efforts to?prepare?the policy summaries, but does not?guarantee their accuracy. ?You should review your actual policy to confirm coverage. The availability of coverage under your specific policy depends on the policy language, the facts of the claim and the law of the jurisdiction governing the interpretation of the policy.
18. No Modification of Insurance Policy or Coverage.
Unless otherwise expressly stated in writing, nothing contained on this website or provided to you by Embroker should be construed as modifying, changing or altering your policy or coverage thereunder.
19. A.M. Best Ratings.
The A.M. Best ratings for insurance companies change frequently. Contact Embroker for the most current rating.
20. No Guarantee of Services.
Embroker is constantly changing and improving its Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. We may terminate, suspend, change, or restrict access to all or any part of the Services, in each case without notice or liability.
Embroker also reserves the right to limit the availability of the Services or the provision of any Content to any person, organization, geographic area or jurisdiction, at any time and in its sole discretion.
21. Access Outside the United States.
If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. Embroker does not provide insurance brokerage or other services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.
These Terms, as may be amended from time to time, are effective until your account, if applicable, is deactivated by either you or Embroker and you discontinue your use of the Services. Any section of the Terms that by their nature is intended to survive termination of the Services or your use or access to the Services or the Content shall survive such termination.
23. Governing Law.
TThe laws of the State of California, excluding the conflicts of law provisions thereof, will apply to any disputes arising out of or in any way related to these Terms or the Services. You acknowledge that these Terms may evidence a transaction involving interstate commerce. Notwithstanding the foregoing, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which Embroker retains the right to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration section below, including any provisional relief required to prevent irreparable harm. You further agree that San Francisco County, California is the proper forum for any appeal of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
24. Informal Dispute Resolution
For any dispute with Embroker, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that we are not able to resolve the dispute after 60 days, we agree that any and all disputes, claims or controversies arising out of or relating to these Terms or the Additional Terms shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the arbitration provision below.
Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.
All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EMBROKER.
If the matter is not resolved by informal negotiations or mediation, then the matter will proceed to arbitration as set forth below.
Any dispute, claim or controversy arising out of or relating to these Terms or the Additional Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, unless otherwise agreed upon by Embroker. The arbitration shall be administered by JAMS pursuant to either its Comprehensive Arbitration Rules or Streamlined Arbitration Rules and Procedures depending upon the amount of the damages claimed, excluding attorneys’ fees. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Nothing in this paragraph shall be deemed as preventing Embroker from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of this site, the Services, the Terms or Additional Terms must be filed within one (1) year after such claim or cause of action arose.
If any provision of the Terms is found by a court of competent jurisdiction or arbitrator or arbitration panel to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the other provisions of the Terms shall remain in full force and effect.
If any action at law or in equity is necessary to enforce these Terms, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
26. No Class Actions.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU MAKE AGAINST EMBROKER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SERVICES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS EMBROKER AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
YOU FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EMBROKER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION.
27. Entire Agreements and No Waiver.
The Terms and Additional Terms (and any terms which are incorporated by reference herein or hereinafter implemented) constitute the entire agreement between you and Embroker in connection with your use of the Services. The titles contained in the Terms are inserted only as a matter of convenience and have no legal or contractual effect. You agree that the Terms will not be construed against Embroker by virtue of having drafted them.
The failure of Embroker to enforce any of its rights or act with respect to a breach of the Terms by you or others does not constitute a waiver of any such rights and will not limit Embroker’s rights with respect to such breach or any subsequent breaches. No waiver by Embroker of any of the provisions in the Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Embroker.
28. Official Correspondence.
Official Correspondence may be sent to firstname.lastname@example.org or via postal mail to:
Attn.: Legal Department
24 Shotwell Street
San Francisco, CA 94103
29. Modification of Terms
Embroker reserves the right to change these Terms from time to time and at its sole discretion. The last time these Terms were revised is set forth below. Your continued use of Embroker’s website after the last revision date indicates your acceptance of any revisions.
Revision Date: September 21, 2016